SMFF: Part 4: The sting of the Scorpion
by D00dlebug
Summary: Dr. Connors sends Spider-Man back to clean up the rest of the reptile-people. At about the same time, a strange figure is being chased by large metal spiders. Based on Scorpions storyline of the Spider-Man:The Movie game. Includes scenes of insanity.
1. Chapter 1: Metal and flesh

Peter opened an eye. A weak light spilt gently through the curtains and warmed Peter a little as he moved further into the covers and brought them up to his chin. He smiled to himself as he rolled over in the bed and looked around the little room. It wasn't exactly the palace, infact it wasn't even worthy of being called a flat. but he knew where everything was. The clean clothes were in the chest of drawers. The used clothes were in the bag by the door waiting to be taken to be washed. The most recent old clothes were on the floor in a heap… ok, so there wasn't a lot in here, but then there wasn't much room either. He rolled over the other side and looked out his grubby window. The light was shining a little brighter now as it started to rise over the run down houses in the way. Outside, two birds sat on the balcony rail. Chirping at each other. Peter smiled at them as they stretched their little wings and flew away to begin their days hunt for scraps. Peter yawned as he went to switch on the police radio next to his bed when he stopped.

Then he heard it again. A little buzz coming from his discarded jeans from yesterday. Then it paused for a second before going again. He suddenly realized that it was his phone on vibrate and he hopped out of his warm cocoon and scrambled around in the pockets. He grabbed the phone and quickly got back into bed where he snuggled back into the covers and pressed the answer button on his mobile. He raised it to his ear. "Hello?" he said eagerly. There was a pause as if someone was taking a breathe. Then Dr. Connors answered in a feeble voice.

"Hello Peter" he said quietly. Peter was about to ask how he was now before he realised that Peter hadn't seen the professor since the transformation. So instead he said. "Hello Dr. Connors, how are you? What was that about at the laboratory? Somebody said you were attacked by those giant lizards"  
"Yes, I'm alright now. But I need you to get your friend Spider-Man for me" he said desperately. Peter felt sorry for the poor man, half of those injuries had been caused by him.  
"Sure thing professor" he said happily. He was about to say goodbye when Dr. Connors coughed.  
"Wait, there's one more thing, could you make sure he comes…undetected?" he said in the same desperate voice.  
"Erm, yeah ok. Where are you?" he asked. The doctor was silent for a second and Peter was worried that he'd hung up but then he said.  
"I'm at the Levittown hospital. Don't worry about me Peter, just please get Spider-Man to meet me soon"  
"Sure thing professor" answered Peter reassuringly "I hope you feel better soon" and he hung up.

About 30 minutes later, Dr. Connors sat up in his bed as the nurse left and scratched at a sore on his arm. He lifted his head to glance out the window and jumped as he saw Spider-Man sitting on the windowsill looking at him. Spider-Man waved and Dr. Connors quickly hobbled over to the window and let him in, he returned to his bed and smiled at Spider-Man, who stood at the edge of his bed and under his mask, smiled back. "Thank you for coming so quickly" thanked the professor happily. He sounded a bit stronger and Spider-Man nodded at him "That's ok, so was there something you wished to ask me?" he asked, cutting straight to the point. "Well, yes there is." said the Professor, almost reluctantly "I need your help with the remaining lizards" Spider-man felt his stomach drop into his stomach.  
"ok" he said as he secretly started considering a change of job.  
"There are still many lizards down there, some of them are small and little more than an annoyance, but some are very big and could cause serious danger if not sorted out"

_ Maybe become a stuntman…_

"Ok, how do I sort them out?"  
"Well, first of all you will need to get the original Lizard serum from my lab"

_ Yeah, a really famous stuntman__…_

"ok…wait, you mean the lab at the university?"  
"No, _the Liz_…_he_…**I **had a laboratory aswell, down there"

_ Travel the world__…_

"Right, is that where I found him last time?"  
"Yes, and it's also where the lizards sleep"

_ Become really rich aswell__…_

"Oh great"  
"Yeah, you'll need to collect the serum and put in two extra drops of the blue liquid and three extra drops of the red liquid. The solution should become bright green. If it doesn't and it goes orange, you need to get rid of it."

_ Visit all the places he wanted__…_

"oh right, two blue, three red. Got it"  
"Good, then you need to place it in the big round sphere that sits next to the workbench"

_ Like Cleveland__…_

"Ok, what does that do?"  
"It releases a gas that removes all mutagen virus from the body"

_ He__'__d always fancied going to Cleveland__…_

"But wouldn't that also attack mine?"  
"Ah yes, that is a problem" the professor sat and thought for a second

_ Or maybe France__…_

"I just I'll have to think about that when it happens huh?"  
"No Spider-Man, it's too risky"

_ But they ate snails in France__…_

"How about I just set it off and get away"  
"Yes, that's an idea, but it would still be risky"

_ He__'__d never really fancied snails__…_

"Good, so I go in, hit lizards, put in potion, set off ball and get the hell out of there?"  
"Not quite…"

_ Maybe it __**would **__be better if he stayed here__…_

"How did I know you would say that?"  
"Well, you'll need to go at night when they're all sleeping…"

_ Nice job__…_

"Oh joy"  
"Quite.. You'll need to be careful not to cause too much of a ruckus"

_ Nice girlfriend__…_

"Me? Ruckus?" the professor smiled for a second  
"if they all attack you, then you'll probably be ripped to shreds"

_ Not the __**best **__flat in the world__…_

"Did you phrase it like that just to scare me?"  
"I'm sorry, there's also the problem that if they wake up, it will be harder for you to get out on time"

_ But it could be worse__…_

"That's true"  
"Yes, I'm sorry to ask this of you. But I don't know anyone else who would stand a chance"

_ Ok then, Manhattan wouldn__'__t be getting rid of him anytime soon__…_

"It's ok, it's what I'm here for"  
"Thank you. Do you remember everything?"

_ Though that stuntman job did sound fun__…_

"I think so. Go into sewers, fight any awake lizards, get to jab, two blue, 3 red, no orange, green is good, put in sphere, press button, run like hell, oh.. and don't wake the kids"  
"Not how I would phrase it but that's basically it" said the professor smiling. Spider-Man walked over to the window.

_ Maybe some other time__…_

"Do get better soon Connors" he said, sitting on the windowsill. The professor smiled and nodded his head.  
"I'll try" he said. Settling back down into his covers. Peter smiled under his mask and Spider-Man leapt out of the window and webbed off towards the manhole he'd used before.

The sewage water splashed up in anger as he pelted along through it. His huge metal tail swung from side to side as he turned through the twisting pipes. He turned a sharp corner and almost fell off a sudden drop. The pipe seemed to just stop here. The sludgy water spilled over the edge and fell into a large bubbling vat of water refinery. Then he looked across the gap and saw the pipe on the other side. He looked back up the pipe to where shadows started to appear on the pipe walls aswell as a scratchy and metallic clicking noise. "Spiders! spiders everywhere!" he looked back across the gap, judging the distance. Then he shuffled backwards a little and ran at the edge. He jumped at the other side and for a second it seemed he would make it perfectly. But then he started to drop as he neared the other side.

He thumped into it hard into his chest and the wind was knocked out of him as he slid off. He dug his metal claws into the floor and raked along as his momentum slowed down. He carefully pulled himself up onto the ledge where he glanced briefly at the deep trenches left by his nails on the slimy floor.

Suddenly a wave of metal spiders swarmed around the corner and reached the edge. They attempted to stop and most managed but then the leader couldn't stop in time on the slippery waters and plunged over the edge with a noisy screech. Scorpion and the Spiders watched it descent in silence. And then the spiders turned their metal dome heads to Scorpion, who sat on the other side. Scorpion stared back, his tail slowly wagging as it hung over the edge.

He let out a mad little laugh of relief "Go back to your corporate masters" he laughed. But then one of the front spiders opened up its head and a long wire shot out with a claw at the end. It stuck fast into the wall and at once all the others were doing it. They started retracting the wires, pulling themselves along to the other side…and Scorpion. "no, no! NO!" he shouted as he madly started running away again from the approaching stampede.


	2. Chapter 2: A close call

Spider-Man hid in a big crop of slime plant. The lizards slept below him without much fuss. Occasionally one would roll onto another of its tightly packed comrades and be thrown off, but apart from that, all was still. He crawled out of the horrid lizard plant and looked for the sphere. Earlier he had sneaked down here while there weren't as many of the beasts, and he had mixed the formula with two extra drops of blue and three of red. The potion had of course turned green and he had placed it carefully into the sphere. Then he had placed it on the desk and hidden in the plant where he hoped he wouldn't be seen. But then as the lizards had been arguing for space, one had knocked the ball rolling into the mob. Now Spider-Man had learnt the first rule of jobs. 'Don't work with animals!'. he scanned the room and suddenly saw one of the larger lizards hugging it to himself.

"Yeah, cause the plan wasn't hard enough as it is" he said to himself. The lizard was slowly rolling it around in his sleep like a toy. Suddenly it missed the ball with its clumsy hands and sent it rolling into another lizards snout. The new lizard yawned deeply and woke up. It opened its big lazy eyes and stared at the round thing in front of it. He breathed out and it slowly rolled away. Then he jumped back as it rolled back towards him. He landed on the back of another lizard who yelped in the ear of another lizard who in turn swiped madly at the lizard in front of him… in a matter of seconds the floor below Spider-Man was a mad reptilian sea. He slowly moved back into his plant before they could spot him and watched as the sphere rolled around between them. And then suddenly, it clicked.

One of the lizards had stood on it and by the smallest chance, it had been right on the button. The other lizards wee too busy fighting to give it much thought but Spider-Man was already at the door as the first few lizards surrounding the orb were changed back into humans.

He swung through the wide sewers as fast as possible as behind him the gas sped along at a mad rate. He reached his manhole and crawled quickly up. Just as the put the cover back in place, the gas started leaking through. So he webbed up the edges and swung away. "that was close" he said to himself "with a machine like that he could have had the whole of New York lost by morning. I'll need to go back eventually, so I'll need to ask Connors how long it'll take to clear" and so saying, he swung off in the direction of the hospital.


	3. Chapter 3: Collection date

Scorpion sat in a small off room from the pipes. All around his room he could hear the metal spiders running along the outside, looking for him. He shivered in the waist high water and pushed himself higher onto the small ledge. His tail wrapped slowly around his body and pumped extra blood into it to keep him warm. He rocked slowly as he listened to the horrid creatures outside. Scratching, squeaking and clicking their hungry way after him.

He had an itch on his back and desperately scratched at his rusted blue armour. He almost yelled as he tore at his metal plating. Only the fear of the spiders outside stopped him. He hated this suit, this _prison_ he was forced to wear, to _endure_ for the rest of his awful life. Someday, someday **soon **he would get revenge. Revenge on the bastards who did this to him. But right now he had to get away, from these horrid agents sent to collect him.

Suddenly the spiders stopped and Scorpion feared he had been found out. He stopped attacking his armour and sat completely still. He listened to the machines as they clicked in an odd rhythm then suddenly there was a loud bang against the wall behind him and a dent appeared. Scorpion yelled and jumped off into the smelling water as another dent appeared in the wall and loud yells sounded. The spiders started screeching and running around then all was silent. Scorpion stood in the water for another couple of minutes until he was certain he wasn't still in danger and he pulled himself back up onto the side. He sat and rocked against the wall with only one thing in his mind. "Spiders, Spiders…they're everywhere. _The Spiders_"

Spider-Man sat on the Lizards workbench and looked around him. The plants were all dead and wept a blood coloured tear as all along the sewers the mutant humans had been turning back to people. He picked up a little boy off the floor and stood him upright. He crouched down to a level height and looked the skinny little child over. The kid looked at him with big brown eyes. Then it threw its tiny arms around his neck and cried into his costume. "I had a nightmare. Where am I? where's my mummy?" Spider-Man had to choke down his own tears himself before he answered.  
"It's alright kid. The nightmare's over. Your ok now" the boy looked up from his hug and looked into Spider-Mans mask.  
"Spider-Man, why do you wear a mask?" asked the child. Peter looked down at the kid from behind his mask. He smiled. The boy was only about eight and had large teeth,, almost bucktoothed. He was geeky beyond even Peters childhood and Peter felt sorry for the kid. He ruffled his slime covered brown mop of hair and stood up.  
"Do you really want to know?" he asked. The boy looked wide-eyed at him and nodded enthusiastically. His unkept hair flopped over his eyes and he grinned as he pulled it away. Peter smiled at the boy under his mask and dropped back down to the child and whispered into his ear. "I'm really ugly" the boys eyes widened again and he laughed a little.

Spider-Man picked him up and walked over to the other people dotted around the room. He had already begun quite a collection of the stronger ones that had started to escape sooner. They now stood outside the door in a little huddle. All unsure of what to do, what to say. A couple were angry that they had been caught up in this, others just confused about the entire situation.

Spider-Man led them through the network of sewers under the city. He hadn't been down here properly since his fight with the Sandman along the subway. He searched for a route that they could all take without leaving any behind. Finally, he spotted an old rusted door with a large** 0 **on the front in red paint. He headed over to it and rattled the handle. It was of course locked. He looked at it for a moment then moved back and then rammed into it with his shoulder. It buckled but hung strong. He rubbed his shoulder then moved backwards again before ramming it again. It flew off its rusted hinges and slammed onto the wet floor behind with a loud bang that shook the hollow pipe.

Slime dribbled on the crowd as they walked quietly along the creepy tubes. Spider-Man was on a constant alert but he knew that if they were in danger, his spider-sense would alert him before his other human senses. The young boy from earlier clung onto his arm like a safety blanket and Peter held on back. The mood begun to become a bit lighter as they entered what appeared to be a basement and the crowd started swapping names and information.

But then they entered a large round room with a funny little cleaning chamber in the middle. The whole room was a mess. Rubble covered most of the floor. Hidden in between were large metal sheets. As he walked over to one, Spider-Man realised that the metal was in the shape of a spider. It had been crushed below the falling ceiling and Spider-Man looked up at the patchy ceiling and wondered what might have caused it.

Then they reached the cleaning chamber. It had large scratches all around it and small pointy dents where something had been running along it. On the opposite side their was a large whole where something had busted the chamber from the inside. Spider-Man peered inside and saw the chamber beginning to fill up. Already the sewage was leaking over onto the floor and the crowd covered their noses. Spider-Man webbed up the hole and then they proceeded through into the next room.

In this room was a large foyer. It could have been a normal unused foyer had it not been for the several large scorch holes in the walls and a couple of melted robots. They stared at them for a couple of seconds as metal dripped of off the damaged creatures. Then they looked as one towards the ventilation pipes. A loud bang sounded from them and the crowd moved inwards to stand behind the hero.

Spider-Man stood there. Unsure of what to do now. He decided he needed to look after the others first and then come back for whatever was down there. And so they went over to the large elevators that stood at the side and piled into one of them.

The lift groaned with the weight of the crowd for a moment before setting of up to whatever lay above them.


	4. Chapter 4: Elevated danger

The lift groaned loudly as it moved up towards it destination. The crowd stood cramped into it. Silent and squashed. In normal circumstances they would have been slightly annoyed at this. In the current circumstances they just didn't care. They were happy not to be lizards anymore. In normal circumstances they would have complained that they were squashed and would have tried to get more space. But in the current circumstances they were too worried about their nakedness and too scared to care. They had looked for any clothing that may lay around and some had shorts, coats or shirts in an attempt to cover themselves. However, the lizard people had had no need for clothing and most still stood nude. Covering themselves and moving anxiously. In normal circumstances this would have been amusing, but in the current circumstances -with them stuck in an overcrowded lift heading to a place they didn't know with loud banging's sounding outside as an army of metal spiders fought a still unidentified enemy- they were just glad to have their human skins still on them.

Suddenly there was an extra loud smashing noise from somewhere beneath them and the elevator ground to a stop. The lights failed and the crowd was plunged into the darkness. The women screamed, the children cried and the men moved further away from the door. Spider-Man stood in the darkness to think. "quiet everyone, we're not in any danger, we've just broken down"  
"Oh yeah? How d'ya know the elevators ain't not gonna just drop back down?" asked a beefy bloke at the back. He was one of the few who had found some clothing and was therefore much happier to speak out than others without. Spider-Man looked at him.  
"I can tell" he answered simply  
"Oh yeah? You got some freaky spider ability to see danger?" asked the man obnoxiously. Peter grinned under the mask.  
"Well…yes, I do" he answered before forcing open the doors.

They were stuck just below a door. The flashing symbols above the door showed that they were at minus one ground level. So Spider-Man smiled. "I'm going to go and check if the coast is clear, then I'm going to get you out. Just stay here and keep quiet" the man went to speak out but Spider-Man cut across before he could even try "Not a _word_!" he enforced as he jumped out into a large underground car park. He looked around him at the quiet park. The cars sat gleaming under heavy lights above and he went to turn back to the lift.

Suddenly the manhole a little along the wall explode outwards and landed noisily next to its hole. Then something jumped out followed by several of the large metal spiders. It took Spider-Man several moments to realise that the first something had been a man.

Large blue armour stuck to his body like skin. Except it was clunky and metal. A long thin multi-layered tail flowed out of a large hump on its back and his head was covered by large spiky metal strips and two large elf-ears. He looked around at Spider-Man for a second, then saw the symbol on his chest and yelped. The spiders looked around at the distraction and one jumped at Spider-Man who merely hopped back a bit. The spider landed in front of him and hissed.

The blue armoured man raised his tail to reveal a large spike and a small hole at the end. The hole glowed orange for a second then a large orb of plasma shot out at the nearest spider which exploded in melted metal. The other Spiders looked at their fallen comrade and as one, they launched themselves at the poor man.


	5. Chapter 5: Scorpions and Spiders

The man jumped back and ran off across the car park. The metal spiders pounced as one and as one landed upon the metal coated man. He yelled as he was thrown to the ground but in an instant he was back up, thrashing and slicing them with his hands and tail. He jumped away and raised his tail. A large blast shot out and a spider burst into metal shards.

Spider-Man leapt at the nearest one and ripped its legs from it. It crumpled on the floor but still shot out a grappling hook with a dangerous pointed end towards the fleeing figure. Spider-Man smashed down its head and the hook fell lifelessly to the floor. Spider-Man picked up the dismembered creature and threw it hard at another spider. The metal creatures jumped randomly at the two mutants and Spider-Man and the other man jumped out the way. The other man jumped high onto the next level and Spider-Man followed suit. The man turned to face him. "Are you here to capture me, too? Yes!…yes, I can tell! I can tell!!!" he shouted and then jumped onto the next level.

Spider-Man stood in shock for a second. "Ok, this guys one sandwich full of a picnic…" he said, a large spider launched at him and he scorpion kicked it into another one that was climbing the wall. "…But I'd better help him out"

When Spider-Man reached the top level a large laser blast ripped through the air just next to his head. The man stood there with his tail poised, ready to shoot again. Spider-Man crawled along the wall and looked back over. The man was facing away from his, looking at a new spider. It screeched at him and jumped but Spider-Man hit it midair with a dropkick and it fell to the floor. The other man stood over him, anger filled his face, but behind it Spider-Man could see a lot of pain and fear, he reminded him of a large purple scorpion. Peter stood up and walked over to a garage door that led to higher levels. He lifted it up then turned back to look at the man. "So what's your story? Bitten by a radioactive Scorpion or something?" the other man didn't seem to get the hint but instead pointed a long clawed finger at him.  
"Your with them aren't you, you were sent after me!" he shouted, then he launched himself at Spider-Man and tackled him through the door. He jumped back up and blasted a hole in the wall, then he ran through it "You won't get me!" he shouted.

Spider-Man got to his feet and looked through the hole, he thought for a second. "Ok Scorpio, now play times over!"

Spider-Man swung off after the madman, there was a pause as the whole room was silent. And then a sound came from beyond the door, a tapping… Then a crack. Then the door ripped open with a loud metallic ripping and through it entered a metal spider. I clipped at the end and then with a loud clicking slowly walked after the mutants beyond.


	6. Chapter 6: SpiderMan vs Scorpion

The stairs were rusted, slimy, uncared for. They hadn't been used in years. They ran opposite the elevator and hadn't been needed since the machine had been built next to it. Eventually it had been sealed of and left for the rats. As he ran up them he had to be careful not to slip. But at the same time not to lose track of the panting from above.

He knew the armour would be a problem and that it would be much easier for him with only this suit. Above him a loud thud sounded every time a new step was touched but for his own steps he could have been flying. His body was also much more familiar to him than the metal of his quarry.

He heard a loud explosion from above and stone and rubble showered him. He covered his head with his arms and crouched low to avoid being hit. When he looked back up there was a light coming from the top floor. The panting was gone aswell. He scorned himself and jumped onto the banister in the middle. Even with his spider hairs on his hands and feet he still found it difficult to cling to the slick pole that circled the staircase.

He pointed his wrist at the ceiling and shot out a web line. It stuck to the dripping concrete and he shot up. He stuck to the ceiling and looked out through the large gaping hole in the wall. Outside there was light, and large white tiles sprayed with dirt. He let himself down on a web line in a yoyo style drop. He peered out and realised that they were in the Grand Central Terminal station. For a moment he was worried for the civilians but then he saw the locked doors and the signs explaining the repairs. He sighed and swung on his web line. He let go and dropped onto the floor at the hole.

He stared out at the clear station and for a second he thought that maybe the scorpion had vanished. But then a soaring sound alerted his spider-sense and he flipped backwards away from the hole as the wall exploded once more.

He ran through the enlarged hole as the weakened supports collapsed along with the rest of the wall. Something else flew out at the opposite wall aswell but Spider-Man was suddenly distracted by the man in front of him. Scorpion stood still in front of him. His charged tail laser pointing at Spider-Mans face. "Let's talk about this Scorpion, you need help!".

Scorpion looked at him in pure terror for a second, "Talk? No! NO TALKING!" His spider-sense went off and he dropped into a crouch as a ball of plasma flew above him where his head had been. Scorpion scowled and whipped his spiked tail at Spider-Man. It caught him in the ribs and he fell to the floor, coughing. Scorpion pointed a claw at the hero. "Your not taking me back!" he shouted in the echoing silence of the station. And he turned and ran at the doors on the other side of the large hall. Spider-Man struggled to his feet. He stared at the fleeing villain and shot a web out at the feet. They wrapped and Scorpion crashed to the ground.

"I wouldn't even know where to take you back to" suddenly something hit Spider-Man in the side of the head and he fell to the floor. A metal spider jumped on his face and attempted to crush his head as he struggled against its vice grip. He got a hand on its head and crushed down on its sensitive face. It jumped back and he got to his feet… only to fall back to the floor as Scorpion barged into his side.

He got back up jumped on the Scorpions back. The villain struggled against his grip when suddenly Spider-Man felt a spike impale his leg. He yelled out and dropped to the floor. He twisted round and grabbed at the fleeing spider. Grabbing it by it head once more he launched it at Scorpion just as he turned around. The spider hit with a loud thud and Scorpion fell to the floor. He grabbed the spider on his spike and threw it up into the air. Then he shot out a laser beam and smashed the metal creature straight down the middle.

Spider-Man saw his chance as the man turned back to him and landed a hard punch into one of Scorpions large elf-like metal ears. It hurt like hell but it seemed to do the trick as Scorpion fell to the floor. Spider-Man dropped down next to him and checked him over. He was knocked out but that was the least of his problems. The poor man had seen a lot and been through a lot. He recognised his face from somewhere but for now it escaped him. He wanted to find out who had done this to the poor creature before him but he had no leads. He doubted Scorpion would be able to tell him even if he wanted to.

Suddenly there was a loud popping from behind Spider-Man and he turned to face the dismembered metal spider. It fizzed loudly and then the light inside it turned off. Spider-Man walked over to it and picked up one half. He looked over it carefully and saw a little square that read inside 'MechaBioCon Labs' he examined it for a little longer then through it to the side. There was a noise behind him and he turned ready to fight.

But Scorpion was gone. Spider-Man looked around the empty station but there was nothing there. He picked up the spider and dropped it in a bin. "I feel sorry for the guy, but I still hope I never have to see him again" he said as he walked back to collect the people still stuck in the lift.


End file.
